Conflicts of Interests in Shareholders’ Meetings of Brazilian Corporations: the Legal Framework according to Scholars and the Case Law of the Brazilian Securities and Exchange Commission
Juliana Bastianello Baldin Martins, Director - Legal, GTIS Partners LP
The issue addressed in this paper relates to the interpretation, according to Brazilian scholars and the case law of the decision board of the Brazilian Securities and Exchange Commission, of the provisions governing conflicts of interests in shareholders’ meeting of Brazilian corporations. More specifically, this paper envisions to answer how the rules regarding conflicts of interests in shareholders’ meetings of Brazilian corporations should be interpreted and applied. To that end, we will analyse opinions of scholars in respect to the interpretation of the caput and first paragraph of article 115 of Law n. 6,404/76, as well as two cases judged by the decision board of the Brazilian Securities and Exchange Commission. After a brief introduction on the legal background in Brazil and abroad on the matter, this paper specifically analyses the interpretation of the caput and the first paragraph of article 115 of Law n. 6,404/76. Articles 116 and 117 of Law 6,404/76, which establish specific duties of the controlling shareholders and complement the legal framework regarding the conflicts of interests in Brazilian corporations, will not be analysed.
Key words: Conflicts of Interests, Abuse of Voting Rights, Undue Advantages, Private Benefits, Brazilian corporations, Brazilian Securities and Exchange Commission.
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